SC 13D 1 kinamsc13d.txt SEC 1746 (2-98) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL ------------------ OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response.......................14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Kinam Gold Inc. (Name of Issuer) $3.75 Series B Convertible Preferred Stock (Title of Class of Securities) 49448220 ---------------------------------------- (CUSIP Number) Keith L. Pope Parr, Waddoups, Brown, Gee & Loveless 185 South State Street, Suite 1300 Salt Lake City, UT 84111 (801) 532-7840 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - August 14, 2001 ---------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP No. 49448220 -------------------- 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kinross Gold Corporation 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)or 2(e) [X] 6 Citizenship or Place of Organization Province of Ontario Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 945,400 shares of $3.75 Series B Convertible Preferred Stock 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 945,400 shares of $3.75 Series B Convertible Preferred Stock 11 Aggregate Amount Beneficially Owned by Each Reporting Person 945,400 shares of $3.75 Series B Convertible Preferred Stock 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 51.3% 14 Type of Reporting Person (See Instructions) CO 2 CUSIP No. 49448220 -------------------- 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kinross Gold U.S.A., Inc.: 87-0364965 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] 6 Citizenship or Place of Organization Nevada Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 945,400 shares of $3.75 Series B Convertible Preferred Stock 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 945,400 shares of $3.75 Series B Convertible Preferred Stock 11 Aggregate Amount Beneficially Owned by Each Reporting Person 945,400 shares of $3.75 Series B Convertible Preferred Stock 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 51.3% 14 Type of Reporting Person (See Instructions) CO 3 CUSIP No. 49448220 -------------------- Item 1. Security and Issuer (a) Title of Class of Equity Securities: $3.75 Series B Convertible Preferred Stock, par value $1.00 ("Kinam Preferred") (b) Name of Issuer: Kinam Gold, Inc. ("Kinam") (c) Address of Issuer's Principal Executive Office: 185 South State Street, Suite 820, Salt Lake City, UT 84111 Item 2. Identity and Background (a) Name: Kinross Gold Corporation ("Kinross Canada") Kinross Gold U.S.A., Inc. ("Kinross USA") (b) Business or Residence address: Kinross Canada: Suite 5200, 40 King Street West, Toronto, Ontario M5H 3Y2 Kinross USA: Suite 820, 185 South State Street, Salt Lake City, Utah 84111 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Both Kinross Canada and Kinross USA are engaged in the business of mining and processing of gold and silver ore and the exploration for and acquisition and development of gold bearing properties. Kinross Canada owns all of the outstanding shares of common stock of Kinross USA. Kinross USA owns all of the outstanding shares of common stock of Kinam. (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case: During the last five years, none of Kinross Canada or its executive officers or directors, or Kinross USA or its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: 4 CUSIP No. 49448220 ------------------- Except as set forth below, during the last five years, none of Kinross Canada or its executive officers or directors, or Kinross USA or its executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which has made it once or now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. John Ivany, the Executive Vice President of Kinross Canada and a director of Kinross USA, was the subject of enforcement proceedings by the Alberta Securities Commission in Re Cartaway Resources Corp. In its order dated February 22, 2001, the Alberta Securities Commission found that Mr. Ivany, as Chief Executive Officer of Cartaway Resources Corp., had allowed the issuance of a press release which contained a material factual error in violation of the securities laws of the Province of Alberta. As a result, Mr. Ivany was prohibited from acting as a director or officer of any junior issuer for a period of five years and ordered to pay costs in the amount of Cdn. $20,000. The Alberta Securities Commission defined a "junior issuer" as an issuer that has (i) consolidated total assets of less than Cdn. $10,000,000 as shown in the most recent balance sheet of the issuer, (ii) consolidated revenue of less than Cdn. $10,000,000 as shown in the most recent annual income statement of the issuer, or (iii) shareholders' equity of less than Cdn. $10,000,000 as shown in the most recent balance sheet of the issuer. Neither Kinross Canada nor Kinross USA is a junior issuer under these guidelines. (f) Citizenship: Kinross Canada is an Ontario corporation. Kinross USA is a Nevada corporation. The information required by Item C of the General Instructions relating to the executive officers and directors of Kinross Canada and Kinross USA is set forth on Appendix A and Appendix B hereto, which are incorporated herein by this reference. Item 3. Source and Amount of Funds or Other Consideration Kinross Canada transferred 945,400 shares of Kinam Preferred to Kinross USA in exchange for three (3) shares of the common stock of Kinross USA. Item 4. Purpose of Transaction Kinross Canada transferred the shares of Kinam Preferred to Kinross USA for accounting reasons. Kinross Canada and Kinross USA are currently evaluating whether or not they will engage in further transactions with Kinam or seek to acquire additional shares of Kinam Preferred. If Kinross Canada and Kinross USA elect to proceed, they could acquire additional shares of the Kinam Preferred either in privately negotiated transactions or through a general offer to the other shareholders or they could enter into an acquisition or reorganization agreement with Kinam pursuant to which they would merge with or acquire Kinam as a wholly-owned subsidiary. While various options are being considered, Kinross Canada and Kinross USA have not made a decision with respect to which way to proceed or to even proceed at all. 5 CUSIP No. 49448220 ----------------------------------------- Item 5. Interest in Securities of the Issuer (a) and (b) Kinross USA and Kinross Canada, as the parent of Kinross USA, share the power to vote, direct the vote, dispose and direct the disposition of 945,400 shares of the Kinam Preferred, which represents 51.3% of the outstanding shares of the Kinam Preferred. (c) No other transactions involving shares of Kinam Preferred have been entered into by either Kinross Canada or Kinross USA since the most recent filing on Schedule 13D by Kinross Canada. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Kinam Preferred acquired by Kinross USA. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than as described in this Amendment No. 1 to Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any other person with respect to any securities of Kinam, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. No securities are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities. Item 7. Material to Be Filed as Exhibits Exhibit Description A Written Agreement Relating to the Filing of a Joint Statement as Required by Rule 13d-1(k) under the Securities Exchange Act of 1934 6 CUSIP No. 49448220 -------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. KINROSS GOLD CORPORATION September 10, 2001 By: /s/ SHELLEY M. RILEY ------------------ ------------------------ Date Shelley M. Riley, Secretary KINROSS GOLD U.S.A., INC. September 10, 2001 By: /s/ SHELLEY M. RILEY ------------------ ------------------------ Date Shelley M. Riley, Secretary 7 CUSIP No. 49448220 -------------------- EXHIBIT INDEX Exhibit Description A Written Agreement Relating to the Filing of a Joint Statement as Required by Rule 13d-1(k) under the Securities Exchange Act of 1934 8 CUSIP No. 49448220 -------------------- APPENDIX A EXECUTIVE OFFICERS AND DIRECTORS OF KINROSS GOLD CORPORATION Name/Title Business Address Citizenship ---------- ---------------- ----------- John A. Brough Wittington Properties Ltd. Canada Director 22 St. Clair Avenue E., Suite 500 Toronto, Ontario M4T 2S3 Robert M. Buchan Scotia Plaza, Suite 5200 Canada Chairman of the Board and 40 King Street West Chief Executive Officer Toronto, Ontario M5H 3Y2 Arthur H. Ditto Scotia Plaza, Suite 5200 Canada President and Chief Operating 40 King Street West Officer Toronto, Ontario M5H 3Y2 Bruce E. Grewcock Peter Kiewit Sons, Inc. U.S. Director 1000 Kiewit Plaza Omaha, NE 68131 John M. H. Huxley Algonquin Power System Inc. Canada Director Unit 210 2085 Hurontario Street Mississauga, Ontario L5A 4G1 Cameron A. Mingay Scotia Plaza, Suite 2100 Canada Director 40 King Street West Toronto, Ontario M5H 3Y2 John E. Oliver The Bank of Nova Scotia Canada Director Suite 2100 580 California Street San Francisco, CA 94104 John W. Ivany Scotia Plaza, Suite 5200 Canada Executive Vice President 40 King Street West Toronto, Ontario M5H 3Y2 Brian W. Penny Scotia Plaza, Suite 5200 Canada Vice President, Finance and 40 King Street West Chief Financial Officer Toronto, Ontario M5H 3Y2 Scott A. Caldwell Scotia Plaza, Suite 5200 U.S. Senior Vice President, Mining 40 King Street West Operations Toronto, Ontario M5H 3Y2 9 CUSIP No. 49448220 -------------------- Name/Title Business Address Citizenship ---------- ---------------- ----------- Richard A. Dye 185 South State Street, Suite U.S. Vice President, Technical 820 Services Salt Lake City, UT 84111 Jerry W. Danni 185 South State Street, Suite U.S. Vice President, Environmental 820 Affairs Salt Lake City, UT 84111 Christopher T. Hill Scotia Plaza, Suite 5200 Canada Vice President, Treasurer 40 King Street West Toronto, Ontario M5H 3Y2 Gordon A. McCreary Scotia Plaza, Suite 5200 Canada Vice President, Investor 40 King Street West Relations Toronto, Ontario M5H 3Y2 Robert W. Schafer Scotia Plaza, Suite 5200 U.S. Vice President, Exploration 40 King Street West Toronto, Ontario M5H 3Y2 Allan D. Schoening Scotia Plaza, Suite 5200 Canada Vice President, Human 40 King Street West Resources Toronto, Ontario M5H 3Y2 Shelley M. Riley Scotia Plaza, Suite 5200 Canada Corporate Secretary 40 King Street West Toronto, Ontario M5H 3Y2 10 Page 10 of CUSIP No. 49448220 -------------------- APPENDIX B EXECUTIVE OFFICERS AND DIRECTORS OF KINROSS GOLD U.S.A., INC. Name/Title Business Address Citizenship ---------- ---------------- ----------- Arthur H. Ditto Scotia Plaza, Suite 5200 Canada Director and President 40 King Street West Toronto, Ontario M5H 3Y2 Brian W. Penny Scotia Plaza, Suite 5200 Canada Director and Treasurer 40 King Street West Toronto, Ontario M5H 3Y2 John W. Ivany Scotia Plaza, Suite 5200 Canada Director 40 King Street West Toronto, Ontario M5H 3Y2 Robert Schafer Scotia Plaza, Suite 5200 U.S. Vice President 40 King Street West Toronto, Ontario M5H 3Y2 Christopher T. Hill Scotia Plaza, Suite 5200 Canada Vice President 40 King Street West Toronto, Ontario M5H 3Y2 Shelley M. Riley Scotia Plaza, Suite 5200 Canada Corporate Secretary 40 King Street West Toronto, Ontario M5H 3Y2 11 CUSIP No. 49448220 -------------------- EXHIBIT A AGREEMENT Each of the undersigned agrees that this Amendment No. 1 to Schedule 13D relating to equity securities of Kinam Gold, Inc. shall be filed on behalf of the undersigned. KINROSS GOLD CORPORATION September 10, 2001 By: /s/ SHELLEY M. RILEY ------------------- ------------------------ Date Shelley M. Riley, Secretary KINROSS GOLD U.S.A., INC. September 10, 2001 By: /s/ SHELLEY M. RILEY ------------------ ------------------------ Date Shelley M. Riley, Secretary 12